Materials on the items of the agenda of the EGM

JSC Halyk Bank

24 August 2026

 

Information to the shareholders for consideration at the Extraordinary General Shareholders' Meeting of Halyk Bank JSC by absent voting to be held

on 25 September 2026

Item 1 of the agenda: "On approval of the agenda of the Extraordinary General Shareholders' Meeting of Halyk Bank JSC"

Dear shareholders,

In accordance with Articles 35, 36, 43 and 49 of the Law of the Republic of Kazakhstan "On Joint Stock Companies", it is proposed to approve the following agenda of the Extraordinary General Shareholders' Meeting of Halyk Bank JSC by absent voting prepared by the Board of Directors of Halyk Bank JSC (resolution of the Board of Directors of Halyk Bank JSC on item 19 in minutes to the meeting of the Board of Directors of Halyk Bank JSC by absent voting No.47 dated 21 August 2026):

1.   On approval of the agenda of the Extraordinary General Shareholders' Meeting of Halyk Bank JSC.

2.   On obtaining the Islamic banking operation license.

3.   On establishment of Halyk Bank JSC Islamic Financing Principles Council.

4.   On determination of the number of members of Halyk Bank JSC Islamic Financing Principles Council.

5.   On determination of the term of powers of Halyk Bank JSC Islamic Financing Principles Council.

6.   On election of members of Halyk Bank JSC Islamic Financing Principles Council.

7.   On approval of amendments to Halyk Bank JSC Charter.

8.   On determination of an audit firm for review of the consolidated financial statements of Halyk Bank JSC for nine months ended on 30 September 2026, for review of the quarterly consolidated financial statements of Halyk Bank JSC for 2027-2028 and for audit of the financial statements of Halyk Bank JSC for 2026-2028.

Item 2 of the agenda: "On obtaining the Islamic banking operation license"

Dear shareholders,

As part of implementation of strategic objectives for development of new market segments and expansion of the range of financial products, Halyk Bank JSC (the "Bank") plans to begin conducting the Islamic banking operations on the basis of the additional license.

In accordance with clauses 15 and 16 of Article 19 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", before submission of the application to the authorized body for obtaining the additional license for the Islamic banking operations, it is required for the Bank to pass a resolution of the General Shareholders' Meeting on obtaining the Islamic banking operations license.

Strategic importance for the Bank:

- expansion of customer base, attraction of retail and corporate customers interested in financing and placing funds under the Islamic financing principles;

- implementation of traditional Islamic products;

- strengthening competitive positions, mastering the Islamic financing segment in Kazakhstan.

Dear shareholders! Based on the foregoing, Halyk Bank JSC Board of Directors requests your approval to obtain the Islamic banking operation license.

Item 3 of the agenda: "On establishment of Halyk Bank JSC Islamic Financing Principles Council"

Dear shareholders,

         In connection with the planned obtaining the license for Islamic banking operations, and in accordance with the requirements of the legislation of the Republic of Kazakhstan, it is necessary to establish Halyk Bank JSC Islamic Financing Principles Council (the "Council).

         In accordance with Article 36-1 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", in order to determine the compliance of operations and (or) transactions with the principles established by Article 35 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", the Bank is required to have the Islamic Financing Principles Council.

The Islamic Financing Principles Council is an independent body appointed by the General Shareholders' Meeting of the Bank upon the recommendation of the Bank's Board of Directors.

Dear shareholders! Based on the foregoing, Halyk Bank JSC Board of Directors proposes to establish Halyk Bank JSC Islamic Financing Principles Council.

Item 4 of the agenda: "On determination of the number of members of Halyk Bank JSC Islamic Financing Principles Council"

Dear shareholders,

In accordance with Article 36 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", clause 153 of the Rules for formation of the risk management and internal control system for banks and branches of non-resident banks of the Republic of Kazakhstan, approved by Resolution of the Management Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market No.86 dated 28 April 2026, it is necessary to determine its number of members.

It is proposed to determine the number of members of Halyk Bank JSC Islamic Financing Principles Council of 3 (three) persons.

Dear shareholders! Taking into account the proposal of Halyk Bank JSC Board of Directors, it is proposed to determine the number of members of the Islamic Financing Principles Council of 3 (three) persons, which will allow Halyk Bank JSC to comply with the requirements of the legislation of the Republic of Kazakhstan.

Item 5 of the agenda: "On determination of the term of powers of Halyk Bank JSC Islamic Financing Principles Council"

Dear shareholders!

As part of ensuring continuous monitoring of compliance with the Islamic financing principles in the course of the Bank's relevant operations, it is necessary to determine the term of powers of Halyk Bank JSC Islamic Financing Principles Council.

It is proposed to determine the term of powers of Halyk Bank JSC Islamic Financing Principles Council for 1 (one) year.

Dear shareholders! Based on the foregoing, Halyk Bank JSC Board of Directors proposes to determine the term of powers of Halyk Bank JSC Islamic Financing Principles Council for 1 (one) year.

Item 6 of the agenda: "On election of members of Halyk Bank JSC Islamic Financing Principles Council"

Dear shareholders!

In accordance with Article 36-1 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", the resolution on election of members of the Islamic Financing Principles Council falls within the competence of the General Shareholders' Meeting.

To ensure the high qualification and independence of the body being established, Halyk Bank JSC completed activities on search for and selection of potential candidates with deep knowledge in the area of Sharia law, Islamic commercial law and international standards of Islamic finance (AAOIFI). The candidates include highly qualified experts, including non-residents with extensive practical experience in international Islamic financial institutions.

The following candidates are proposed for consideration by the General Shareholders' Meeting as members of Halyk Bank JSC Islamic Financing Principles Council:

- Aznan Hasan;

- Salim Al Ali;

- Aida Othman.

Information on candidates as members of Halyk Bank JSC Islamic Financing Principles Council is contained in the materials provided to you.

Dear shareholders! Based on the foregoing, Halyk Bank JSC Board of Directors recommends to elect the following persons as the members of Halyk Bank JSC Islamic Financing Principles Council: Aznan Hasan, Salim Al Ali, Aida Othman.

Information on candidates as members

of Halyk Bank JSC Islamic Financing Principles Council

Aznan Hasan

born in 1971, a citizen of Malaysia

Education details:

1994 - first degree in Sharia, University of al-Azhar, Cairo, Egypt.

1998 - Master of Sharia with honors (mumtaz), Cairo University; thesis recommended for publication.

2003 - Doctor of Philosophy (PhD), University of Wales, Lampeter, UK.

Information on affiliation with Halyk Bank JSC:

In accordance with Article 5 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", he is not an affiliated person of Halyk Bank JSC.

Employment history and positions held, including for the last three years:

Professor, Institute of Islamic Banking and Finance (IIiBF), International Islamic University of Malaysia (IIUM).

Member of the Board of Directors, Maybank Islamic Berhad (Malaysia).

Chairman of the Shari'ah Committee, HSBC Global (UAE).

Deputy Chairman of the Shari'ah Council, Nizwa Bank (Oman).

Member of the Higher Shari'ah Authority, Central Bank of the UAE.

Member of the Shari'ah Council, AAOIFI (Bahrain).

Member of the Shari'ah Council, Islamic Development Bank (IsDB), Jeddah (Saudi Arabia).

Member of the Shari'ah Committee, AIA Takaful Berhad (Malaysia).

Chairman of the Shari'ah Council, ABSA Islamic Banking (South Africa).

Chairman of the Shari'ah Council, FNB Islamic Banking (South Africa).

Member of the Shari'ah Advisory Board, Islamic Financial Services Board (IFSB).

Member of the Shari'ah Council, International Islamic Financial Market (IIFM), Bahrain.

Member of the Shari'ah Advisory Council, International Islamic Liquidity Market (IILM).

Member of the Shari'ah Supervisory Council, Labuan Financial Services Authority (LFSA).

Member of the Global Shari'ah Advisory Council, Standard Chartered Bank (UAE).

Chairman of the Shari'ah Committee, Bank Pembangunan Malaysia Berhad (Malaysia).

Member of the Shari'ah Council, IdealRatings.

Previously - founder and president of the Association of Shari'ah Advisors in Islamic Finance (ASAS); chairman of the Shari'ah Advisory Council of the Securities Commission of Malaysia (SC); twice elected as a member of the Shari'ah Advisory Council of Bank Negara Malaysia - the central bank of Malaysia (2006-2008 and 2010-2013).

Note: The candidate is proposed for election as a member of Halyk Bank JSC Islamic Financing Principles Council.

Salim Al Ali

born in 1985, a citizen of the UAE

Education details:

2011-2016 - Doctor of Philosophy (PhD) in Islamic Financial Law, University of London, UK.

2008-2010 - Master of Science in Islamic Banking and Finance, International Islamic University of Malaysia (IIUM).

2003-2006 - Bachelor of Sharia (Fiqh and its Principles), University of Sharjah, UAE.

Information on affiliation with Halyk Bank JSC:

In accordance with Article 5 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", he is not an affiliated person of Halyk Bank JSC.

Employment history and positions held, including for the last three years:

From 2016 to present - Assistant Professor, Department of Sharia and Islamic Studies, College of Law, United Arab Emirates University (UAEU), Al Ain, UAE.

2020 to present - Chairman & Executive Member of the Shari'ah Standards Committee, First Abu Dhabi Bank (FAB), UAE.

2020 to present - member of the Shari'ah Council, Abu Dhabi Commercial Bank (ADCB), UAE.

2020 to present - member of the Shari'ah Council, HSBC Middle East.

2020 to present - member of the Shari'ah Council, Emirates NBD.

Previously: 2013-2015 - Visiting Lecturer, BPP Law School, BPP University, UK; 2006-2016 - Teaching Assistant, Department of Sharia and Islamic Studies, UAEU College of Law.

Note: The candidate is proposed for election as a member of Halyk Bank JSC Islamic Financing Principles Council.

Aida Othman

born in 1969, a citizen of Malaysia

Education details:

Harvard University - postdoctoral fellowship, Faculty of Arts & Sciences.

Harvard University - Doctor of Philosophy (PhD) in Comparative Law & Middle Eastern Studies.

University of Cambridge - Master of Laws (LLM).

International Islamic University of Malaysia (IIUM) - Bachelor of Laws (LLB) and Bachelor of Islamic Law (Shari'ah).

Information on affiliation with Halyk Bank JSC:

In accordance with Article 5 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", she is not an affiliated person of Halyk Bank JSC.

Employment history and positions held, including for the last three years:

April 2024 to present - Managing Director, ZICO Shari'ah Advisory Services Sdn Bhd, Kuala Lumpur, Malaysia.

August 2006 to August 2024 (18 years) - Partner, Zaid Ibrahim & Co, Kuala Lumpur, Malaysia.

2007-2022 - Director, ZICO Shari'ah Advisory Services Sdn Bhd.

Member of the Shari'ah Committee, Permodalan Nasional Berhad (PNB), Malaysia.

Member of the Shari'ah Committee, Yayasan Pembangunan Islam Malaysia (YAPEIM), Malaysia.

Member of the Shari'ah Committee, Hong Leong Islamic Bank, Malaysia.

Member of the Shari'ah Committee, Bank Simpanan Nasional, Malaysia.

Member of the Shari'ah Committee, AmMetLife Takaful, Malaysia.

Note: The candidate is proposed for election as a member of Halyk Bank JSC Islamic Financing Principles Council.

Item 7 of the agenda: "On approval of amendments to Halyk Bank JSC Charter"

Dear shareholders!

In accordance with Article 36 of the Law of the Republic of Kazakhstan "On Joint Stock Companies" and Article 25 of Halyk Bank JSC Charter, consideration and adoption of resolutions on approval of amendments to Halyk Bank JSC Charter falls within the exclusive competence of the General Shareholders' Meeting of Halyk Bank JSC (the "Bank").

The submitted materials include draft amendments to the Bank's Charter in Kazakh, Russian and English.

The current version of the Bank's Charter is available for review on the Bank's corporate website.

In accordance with Article 7-5 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", it is proposed to make amendments to the Bank's Charter in terms of description of functions and procedure for establishing a permanent body of the Bank - Islamic Financing Principles Council, and delimitation of competence between the General Shareholders' Meeting and the Board of Directors of the Bank on the issues of conducting Islamic banking operation.

Dear Shareholders! Based on the foregoing, the Bank's Board of Directors proposes to approve the amendments to the Bank's Charter in the proposed wording and to grant authority to sign the amendments to the Bank's Charter to Umut Bolatkhanovna Shayakhmetova, CEO of the Bank and in case of her absence, to the Acting CEO of the Bank.

Approved

                                                      by resolution of the Extraordinary

General Shareholders' Meeting

of Halyk Bank JSC

(minutes No.___ dated _________ 2026)

AMENDMENTS

TO HALYK BANK JSC CHARTER

To make the following amendments to Halyk Bank JSC Charter, approved by the resolution of the Annual General Shareholders' Meeting of Halyk Bank JSC (minutes No.48 dated 25 May 2023):

Article 7 of Chapter II shall be supplemented with clause 2-1 as follows:

"2-1. The Bank, if it holds the license from the authorized body of the Republic of Kazakhstan, shall be entitled to carry out Islamic banking operations provided for by the legislation of the Republic of Kazakhstan.";

in Chapter V:

clause 1 of Article 23 shall be supplemented with subclause 2-1) as follows:

"2-1) independent body - Islamic Financing Principles Council;";

clause 1 of Article 25 shall be supplemented with subclause 12-1) as follows:

"12-1) determination of the number of members and the term of powers of the Islamic Financing Principles Council, election (re-election) of its members and early termination of their powers;";

in Article 30:

clause 2 shall be supplemented with subclause 11-1) as follows:

"11-1) approval of the Bank's internal documents regulating the activities of the Islamic Financing Principles Council, including the Regulations thereon;";

shall be supplemented with clause 9 as follows:

"9. The Board of Directors shall pass resolutions on determination of amount and terms of payment of remuneration and reimbursement of expenses to members of the Islamic Financing Principles Council for performance of their duties, unless otherwise determined by a resolution of the Board of Directors.";

shall be supplemented with Article 34-1 as follows:

"Article 34-1. Islamic Financing Principles Council

1. The Bank's Islamic Financing Principles Council (the "IFPC") is an independent body of the Bank.

2. The IFPC shall perform its tasks and functions exclusively in relation to Islamic banking operations and (or) transactions. Obligations and losses arising from Islamic banking operations may not be fulfilled and (or) repaid (covered) from the assets that do not comply with the principles of Islamic banking operations.

3. The functions of the IFPC include:

1) review and issue of opinions on compliance of Islamic banking operations and (or) transactions, products and services, internal documents, including the code of business conduct, and tariff policy with the principles of Islamic banking operations prior to implementation and execution thereof;

2) review of changes to the terms of Islamic operations and (or) transactions, banking products and services for their compliance with the principles of Islamic banking operations;

3) monitoring the compliance with the principles of Islamic banking operations when conducting Islamic banking operations and transactions;

4) review of performance results of the Islamic financing compliance control subdivision and the Islamic financing internal audit subdivision;

5) preparation of recommendations for elimination of identified violations of the principles of Islamic banking operations;

6) ensuring a developed information technology infrastructure of the Bank in order to maintain separate accounting of assets and liabilities relating to Islamic banking operations from other assets and liabilities of the Bank;

7) participation in preparation of the Bank's policy on Islamic banking operations;

8) other functions that do not contradict the legislation of the Republic of Kazakhstan or this Charter.

4.   Procedure for establishment and composition of the IFPC:

1)  The IFPC shall be appointed by the Bank's General Shareholders' Meeting upon the recommendation of the Bank's Board of Directors and shall be composed of not less than three members;

2)   The IFPC shall be composed of the Chairperson and other members of the IFPC. The Chairperson of the Bank's IFPC shall be elected by agreement of all members of the IFPC or shall be elected by a majority vote out of the total number of members of the IFPC.

The Chairperson shall organize the work of the IFPC and shall chair the meetings of the IFPC;

3) the Chairperson and members of the IFPC shall comply with the requirements established by the regulatory legal instrument of the authorized body of the Republic of Kazakhstan and the qualification requirements established by the Bank's internal regulatory document.

5.   Other requirements to the functions and procedure for creation of the IFPC may be established by the legislation of the Republic of Kazakhstan.".

Authorized person -                    ______________________________                                     

Item  8 of the agenda: "On determination of an audit firm for review of the consolidated financial statements of Halyk Bank JSC for nine months ended on 30 September 2026 and for audit of the financial statements of Halyk Bank JSC for 2026-2028"

Dear Shareholders,

In accordance with Article 57 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", the financial statements of Halyk Bank JSC must be audited by an audit firm authorized to conduct audits in accordance with the legislation on audit activities and meeting the requirements of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan".

Pursuant to Article 36-1-6) of the Law of the Republic of Kazakhstan "On Joint Stock Companies" as well as Article 25 of Halyk Bank JSC Charter, selection and appointment of an audit firm responsible for auditing Halyk Bank JSC falls within the exclusive competence of the General Shareholders' Meeting.

Following completion of the auditor selection procedures, Ernst & Young LLP was selected as the audit firm to provide Halyk Bank JSC with audit services comprising of a review of the financial statements for nine months ended on 30 September 2026, review of the quarterly consolidated financial statements of Halyk Bank JSC for 2027-2028 and audit of the financial statements of Halyk Bank JSC for 2026-2028.

In view of the foregoing, Halyk Bank JSC Board of Directors proposes that the General Shareholders' Meeting appoint Ernst & Young LLP as the audit firm to conduct a review of the financial statements of Halyk Bank JSC for nine months ended on 30 September 2026, review of the quarterly consolidated financial statements of Halyk Bank JSC for 2027-2028 and audits of the financial statements of Halyk Bank JSC for 2026-2028.

 

END